<PAGE>


Page 1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               ------------------

                                    FORM 10-Q


( X )  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended September 30, 1998

Commission File Number 1-2964

                               ------------------


                            TRANSAMERICA CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                      94-0932740
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                              600 Montgomery Street
                         San Francisco, California 94111
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (415) 983-4000
              (Registrant's telephone number, including area code)



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

         Number of shares of Common Stock, $1 par value, outstanding as of close
of business on October 31, 1998: 62,364,379 shares.


<PAGE>
Page 2



TRANSAMERICA CORPORATION

                                    FORM 10-Q

Part I.  Financial Information

Item 1.  Financial Statements.

         The   following   unaudited   consolidated   financial   statements  of
Transamerica  Corporation and Subsidiaries,  for the periods ended September 30,
1998 and 1997,  and the  balance  sheet as of  December  31, 1997 do not include
complete  financial  information  and  should  be read in  conjunction  with the
Consolidated  Financial  Statements filed with the Commission in  Transamerica's
Annual Report on Form 10-K for the year ended  December 31, 1997.  The financial
information  presented  in the  financial  statements  included  in this  report
reflects all adjustments,  consisting only of normal recurring  accruals,  which
are, in the opinion of management, necessary for a fair statement of results for
the  interim  periods  presented.  Results  for  the  interim  periods  are  not
necessarily  indicative  of the  results  for the  entire  year  for most of the
Corporation's businesses.

                                  * * * * * * *

         Earnings per share is calculated by dividing income available to common
stockholders by the average number of common, and for diluted earnings per share
common stock equivalent,  shares outstanding.  Basic earnings per share is based
upon the weighted  average  number of common  shares  outstanding  for the three
months ended  September 30, 1998 and 1997 of 62,427,000  and  63,017,000 and for
the nine month periods then ended of 62,744,000 and 64,961,000. Diluted earnings
per share is based upon the weighted average number of common shares outstanding
during the period plus the effect of common stock options outstanding, using the
treasury  stock method,  of 64,625,000 and 65,202,000 for the three months ended
September 30, 1998 and 1997 and  65,163,000  and  66,991,000  for the nine month
periods ended September 30, 1998 and 1997. The  computations  for the nine month
period of 1997 are based on income after  deduction  of  preferred  dividends of
$2.6 million and the premium on redemption of preferred stock of $3.8 million.

         Effective  January 1, 1998,  Transamerica  adopted  the  provisions  of
American  Institute of Certified  Public  Accountants  Statement of Position No.
98-1 which  requires,  among other things,  that payroll  costs  incurred in the
development of computer software systems be capitalized.  The effect of adoption
was to increase  consolidated  income for the nine months and three months ended
September 30, 1998 by $5.3 million ($0.08  diluted  earnings per share) and $1.9
million ($0.03 diluted earnings per share).

         The  consolidated  ratios of earnings to fixed charges were computed by
dividing income from continuing operations before fixed charges and income taxes
by the fixed  charges.  Fixed  charges  consist of  interest  and debt  expense,
dividends declared on preferred securities issued by affiliates and one-third of
rent expense, which approximates the interest factor.

         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133,  Accounting for Derivative  Instruments  and Hedging  Activities.  This
statement   establishes   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for hedging  activities.  Transamerica is required to adopt this
statement  as of  January  1,  2000.  The  effect  on  Transamerica's  financial
statements of adopting this standard is uncertain at this time.



<PAGE>
Page 3

<TABLE>


                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                           CONSOLIDATED BALANCE SHEET

                                     Assets

<CAPTION>


                                                                       September 30,      December 31,
                                                                            1998             1997

<S>                                                                        <C>                  <C>    

Investments, principally of life insurance subsidiaries:
    Fixed maturities                                                    $ 29,763.8       $ 29,210.8
    Equity securities                                                      1,749.7          1,607.5
    Mortgage loans and real estate                                           815.9            750.2
    Loans to life insurance policyholders                                    454.4            451.0
    Short-term investments                                                   372.2            336.0
                                                                        ----------       ----------
                                                                          33,156.0         32,355.5

Finance receivables                                                        5,586.3          4,333.4
Less unearned fees ($389.5 in 1998
    and $340.8 in 1997) and allowance for
    losses                                                                   511.1            430.1
                                                                        ----------       ----------
                                                                           5,075.2          3,903.3

Cash and cash equivalents                                                    195.1            132.9
Trade and other accounts receivable                                        2,598.9          2,165.8
Net assets of discontinued operations                                         38.7             40.1
Property and equipment, less accumulated
    depreciation of $1,573.4 in 1998 and
    $1,465.9 in 1997:
        Land, buildings and equipment                                        442.1            395.4
        Equipment held for lease                                           3,031.5          2,996.5
Deferred policy acquisition costs                                          2,068.5          2,102.6
Separate account assets                                                    7,685.9          5,494.7
Goodwill, less accumulated amortization of
    $167.8 in 1998 and $156.2 in 1997                                        394.5            423.0
Assets held for sale                                                          25.7            377.8
Other assets                                                                 731.8            785.3
                                                                        ----------       ----------
                                                                        $ 55,443.9       $ 51,172.9
                                                                        ==========       ==========


(Amounts in millions)

</TABLE>


<PAGE>

Page 4

<TABLE>


                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                     CONSOLIDATED BALANCE SHEET (Continued)

                      Liabilities and Stockholders' Equity

<CAPTION>


                                                                      September 30,     December 31,
                                                                          1998              1997

<S>                                                                        <C>               <C>   

Life insurance policy liabilities                                       $ 30,651.8      $ 30,141.9
Notes and loans payable, principally of
    finance subsidiaries, of which $980.4
    in 1998 and $998.6 in 1997 matures
    within one year                                                        6,995.9         6,235.3
Accounts payable and other liabilities                                     2,321.2         2,096.9
Income taxes                                                               1,844.8         1,607.8
Separate account liabilities                                               7,685.9         5,494.7

Guaranteed preferred beneficial interest in
    Company's junior subordinated debentures                                 715.0           715.0

Stockholders' equity:
    Preferred Stock ($100 par value):
        1,200,000 shares authorized; issuable
          in series, cumulative;
           none outstanding
         Preference Stock (without par value)--
         5,000,000 shares authorized; none
         outstanding
        Common Stock ($1 par value):
        Authorized--300,000,000 shares
        Outstanding-- 62,320,382 shares in 1998
          and 62,904,108 shares in 1997,
          after deducting 17,418,080 shares
          and 16,834,354 shares in treasury                                   62.3            62.9
    Retained earnings                                                      3,521.1         3,330.8
    Components of other cumulative
        comprehensive income:
           Net unrealized gain from investments
               marked to fair value                                        1,695.0         1,533.6
           Foreign currency translation adjustments                          (49.1)          (46.0)
                                                                        ----------      ----------
                                                                           5,229.3         4,881.3
                                                                        ----------      ----------
                                                                        $ 55,443.9      $ 51,172.9
                                                                        ==========      ==========

 (Amounts in millions except for share data)

</TABLE>


<PAGE>

Page 5

<TABLE>


                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                             ----------------------

                        CONSOLIDATED STATEMENT OF INCOME

<CAPTION>


                                                                     Nine months ended        Three months ended
                                                                       September 30,              September 30,
                                                                     1998        1997          1998         1997
<S>                                                                   <C>         <C>           <C>         <C>      

 REVENUES
 Investment income                                                 $ 1,688.6   $ 1,635.5     $ 559.3     $ 548.8
 Life insurance premiums and related income                          1,349.6     1,364.9       440.3       471.4
 Finance charges and other fees                                        513.6       376.6       170.6       127.0
 Leasing revenues                                                      548.5       565.3       181.5       194.8
 Real estate and tax service revenues                                  271.1       219.8       102.1        73.2
 Gain (loss) on investment transactions                                129.5         3.0         1.9       (11.5)
 Other                                                                  91.1        62.3        34.0        19.6
                                                                    --------    --------     -------     -------
                                                                     4,592.0     4,227.4     1,489.7     1,423.3

 EXPENSES
 Life insurance benefits                                             2,126.1     2,115.5       697.7       713.0
 Life insurance underwriting, acquisition
     and other expenses                                                527.3       544.7       167.7       184.4
 Interest and debt expense                                             312.4       310.1       102.5        97.8
 Leasing operating and maintenance costs                               337.8       340.7       116.0       113.1
 Provision for losses on receivables                                    37.7        10.2        12.7         2.7
 Other, including administrative and
     general expenses                                                  591.4       469.1       201.5       156.1
                                                                    --------     -------     -------     -------
                                                                     3,932.7     3,790.3     1,298.1     1,267.1
                                                                    --------     -------     -------     -------
                                                                       659.3       437.1       191.6       156.2
 Income taxes                                                          229.1        94.3        67.5         7.3
                                                                    --------     -------     -------     -------

 Income from continuing operations                                     430.2       342.8       124.1       148.9
 Income from discontinued operations                                               276.1                     1.1
                                                                    --------     -------     -------     -------

 Net Income                                                         $  430.2     $ 618.9     $ 124.1     $ 150.0
                                                                    ========     =======     =======     =======

 Earnings per share of common stock:
     Basic:
         Income from continuing operations
              before investment transactions                        $  5.52      $  5.15     $  1.97     $  2.48
         Gain (loss) on investment transactions                        1.34         0.03        0.02       (0.12)
                                                                    -------      -------     -------     -------

         Income from continuing operations                             6.86         5.18        1.99        2.36
         Income from discontinued operations                                        4.25                    0.02
                                                                    -------      -------     -------     -------

         Net Income                                                 $  6.86      $  9.43     $  1.99     $  2.38
                                                                    =======      =======     =======     =======

     Diluted:
         Income from continuing operations
              before investment transactions                        $  5.31      $  5.00     $  1.90     $  2.40
         Gain (loss) on investment transactions                        1.29         0.02        0.02       (0.12)
                                                                    -------      -------     -------     -------

         Income from continuing operations                             6.60         5.02        1.92        2.28
         Income from discontinued operations                                        4.12                    0.02
                                                                    -------      -------     -------     -------

         Net Income                                                 $  6.60      $  9.14     $  1.92     $  2.30
                                                                    =======      =======     =======     =======

 Dividends per share of common stock                                $  1.50      $  1.50     $  0.50     $  0.50
                                                                    =======      =======     =======     =======

 Ratio of earnings to fixed charges                                    2.73         2.19
                                                                       ====         ====

(Amounts in millions except for per share data)

</TABLE>
 
<PAGE>

Page 6

<TABLE>



                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<CAPTION>


                                                                        Nine months ended
                                                                          September 30,
                                                                        1998          1997

<S>                                                                     <C>           <C>   
OPERATING ACTIVITIES
Income from continuing operations                                  $    430.2     $   342.8
Adjustments to reconcile income from
     continuing operations to net cash
     provided by operating activities:
         Increase in life insurance policy
              liabilities, excluding policyholder
              balances on interest-sensitive policies                   881.4         786.3
         Amortization of policy acquisition costs                       268.4         180.9
         Policy acquisition costs deferred                             (479.0)       (335.2)
         Depreciation and amortization                                  260.6         253.1
         Other                                                          153.1         (39.5)
                                                                   ----------     ---------
     Net cash provided by operations                                  1,514.7       1,188.4

INVESTING ACTIVITIES
Finance receivables originated                                      (15,918.0)    (16,185.3)
Finance receivables collected and sold                               15,342.1      15,967.7
Purchase of investments                                              (6,515.2)     (8,717.9)
Sales and maturities of investments                                   6,201.8       7,551.6
Proceeds from the sale of and cash transactions
     with discontinued operations                                         4.4       4,176.2
Purchase of finance receivables from
     Whirlpool Financial Corporation                                   (386.4)
Other                                                                  (279.3)       (488.0)
                                                                   ----------     ---------
     Net cash provided (used) by
         investing activities                                        (1,550.6)      2,304.3

FINANCING ACTIVITIES
Proceeds from debt financing                                          1,808.9       3,310.7
Payment of notes and loans                                           (1,067.3)     (6,756.8)
Receipts from interest-sensitive policies
     credited to policyholder account balances                        6,843.4       5,376.2
Return of policyholder balances on
     interest-sensitive policies                                     (7,246.4)     (5,029.5)
Treasury stock purchases                                               (235.2)       (424.0)
Redemption of preferred stock                                                        (318.9)
Other common stock transactions                                          88.7          89.2
Dividends                                                               (94.0)        (98.9)
                                                                   ----------    ----------
     Net cash provided (used) by financing activities                    98.1      (3,852.0)
                                                                   ----------    ----------

Increase (decrease) in cash and cash equivalents                         62.2        (359.3)
Cash and cash equivalents at beginning of year                          132.9         441.0
                                                                   ----------    ----------
Cash and cash equivalents at end of period                         $    195.1    $     81.7
                                                                   ==========    ==========

(Amounts in millions)

</TABLE>


<PAGE>

Page 7

<TABLE>



                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS

<CAPTION>


                                               Nine months ended
                                                 September 30,
                                             1998             1997

<S>                                           <C>               <C>   

Balance at beginning of year               $ 3,330.8      $ 2,920.2
Net income                                     430.2          618.9
Dividends on common stock                      (94.0)         (96.3)
Dividends on preferred stock                                   (2.6)
Treasury stock purchased                      (145.9)        (252.3)
                                           ---------      ---------
Balance at end of period                   $ 3,521.1      $ 3,187.9
                                           =========      =========

</TABLE>


Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations.

Consolidated Results

         In the first nine  months of 1998  income  from  continuing  operations
before investment  transactions  increased $5.1 million (1%) over the first nine
months of 1997. Income from continuing operations before investment transactions
in the first nine  months of 1997  included  a $44.1  million  benefit  from the
resolution  of prior year tax matters.  Excluding  the tax benefit,  income from
continuing  operations  before investment  transactions  increased $49.2 million
(17%) due to increases in real estate,  life  insurance and  commercial  lending
operating  results offset in part by lower leasing  operating results and higher
unallocated interest and other expenses. Net income for the first nine months of
1998 included net after tax gains from investment transactions aggregating $83.9
million  compared to $1.6  million in the first nine months of 1997.  Net income
for the first nine months of 1997 included income from  discontinued  operations
of $276.1 million,  including a $275 million after tax gain from the sale of the
branch based consumer lending  business.  Including the net after tax gains from
investment  transactions,  the 1997 income from discontinued  operations and the
$44.1 million tax benefit in 1997,  Transamerica's net income for the first nine
months of 1998  decreased  $188.7  million  (30%) from the first nine  months of
1997.

         In the third quarter of 1998 income from continuing  operations  before
investment  transactions  decreased  $33.6  million  (21%).  Excluding the $44.1
million tax benefit  described above,  income from continuing  operations before
investment  transactions  increased $10.5 million (9%) over the third quarter of
1997  primarily  due to increases in real  estate,  commercial  lending and life
insurance operating results, partially offset by lower leasing operating results
and higher  unallocated  interest and other  expenses.  Net income for the third
quarter  of 1998  included  net  after tax gains  from  investment  transactions
aggregating  $1.1million compared to losses of $7.7 million in the third quarter
of  1997.   Including  the  net  after  tax  gains   (losses)  from   investment
transactions,  the  income in 1997 from  discontinued  operations  and the $44.1
million tax benefit in 1997,  Transamerica's net income for the third quarter of
1998 decreased $25.9 million (17%) compared to the third quarter of 1997.

<PAGE>
Page 8

     The pretax gain (loss) on investment transactions, included in consolidated
revenues, comprised (amounts in millions):
                                                                             
<TABLE>
<CAPTION>
                                                     Nine Months Ended       Three Months Ended
                                                       September 30,            September 30,
                                                     1998        1997         1998        1997
<S>                                                  <C>          <C>          <C>        <C>    

                                                                                                   
   Net gain (loss) on sale
     of investments                                 $ 209.1    $  (9.6)     $  26.4    $ (10.1)
   Adjustment for impairment in value                 (42.8)      (2.0)       (13.6)
   Adjustment to amortization of
     deferred policy acquisition
     costs for realized gains/losses
     on investment  transactions                      (36.8)      14.6        (10.9)      (1.4)
                                                    -------    -------      -------    -------

                                                    $ 129.5    $   3.0      $   1.9    $ (11.5)
                                                    =======    =======      =======    =======


</TABLE>

   
      The amortization of deferred policy  acquisition  costs is adjusted for
gains and losses realized on the sale of certain investments.  The adjustment to
the amortization of deferred policy  acquisition costs is included in investment
transactions   as  an  offset  to  the  related  gains  or  losses.   Investment
transactions also reflect downward  adjustments  primarily for impairment in the
value of certain nonperforming fixed maturity investments,  mortgage loans, real
estate investments and real estate acquired through foreclosure.

<TABLE>


                     REVENUES AND INCOME BY LINE OF BUSINESS

<CAPTION>

                                                            Nine months ended September 30            Third Quarter
                                                             Revenues           Income (loss)         Income (loss)
                                                         1998        1997       1998       1997       1998       1997
                                                                            (Amounts in millions)
 
<S>                                                       <C>         <C>        <C>       <C>         <C>       <C>

Life insurance revenue and income
       before investment transactions                 $ 3,021.2   $ 2,985.5    $ 248.8    $ 227.1    $  85.9    $  84.3

Commercial lending                                        511.4       361.4       72.3       63.1       25.3       21.2
Leasing                                                   608.5       619.0       44.7       45.6       13.5       17.3
Amortization of goodwill                                                         (11.2)      (9.5)      (3.9)      (3.1)
                                                      ---------   ---------    -------    -------    -------    -------
Total finance                                           1,119.9       980.4      105.8       99.2       34.9       35.4

Real estate services revenue and income
       before investment transactions                     341.0       283.9       79.4       54.0       34.5       17.3
Amortization of goodwill                                                          (0.1)      (0.1)
                                                      ---------   ---------    -------    -------    -------    -------
Total real estate services                                341.0       283.9       79.3       53.9       34.5       17.3

Unallocated interest and
     other expenses                                        26.5        25.3      (87.6)     (39.0)     (32.3)      19.6
Consolidation eliminations                                (46.1)      (50.7)
                                                      ---------   ---------    -------    -------    -------    -------

Revenues and income from continuing
         operations before investment
         transactions                                   4,462.5     4,224.4      346.3      341.2      123.0      156.6

     Gains (losses) on investment transactions:
         Life insurance                                    48.7       (17.6)      31.7      (11.5)      (2.1)     (13.7)
         Real estate services                              80.8        20.6       52.2       13.1        3.2        6.0
                                                      ---------   ---------    -------    -------    -------    -------

Total investment gains (losses)                           129.5         3.0       83.9        1.6        1.1       (7.7)
                                                      ---------   ---------    -------    -------    -------    -------

Total revenues and income from
     continuing operations                            $ 4,592.0   $ 4,227.4    $ 430.2    $ 342.8    $ 124.1    $ 148.9
                                                      =========   =========    =======    =======    =======    =======

</TABLE>
<PAGE>

Page 9

Life Insurance

         Net income from the life  insurance  operations  for the nine and three
month  periods  ended  September  30, 1998  increased by $64.9 million (30%) and
$13.2 million (19%) compared to the corresponding periods of 1997. Income before
investment transactions for the nine and three month periods ended September 30,
1998  increased  $21.7  million (10%) and $1.6 million (2%) compared to the same
periods of 1997. Net after tax gains from investment  transactions for the first
nine months of 1998 were $31.7  million  compared to net losses of $11.5 million
in the same period in 1997. In the quarter ended  September 30, 1998, net income
included  net after tax losses  from  investment  transactions  of $2.1  million
compared to losses of $13.7  million in the same period of 1997.  The nine month
results for 1997 were  unfavorably  affected by a $20.1 million after tax charge
for a legal settlement recorded in the life insurance division.

         The life insurance division's income before investment transactions for
the nine and three month  periods  ended  September 30, 1998 was $64 million and
$19.3  million  compared to $46 million and $26.8 million in the same periods of
1997.  Excluding the $20.1 million after tax charge discussed above,  income for
the  first  nine  months  of  1998  decreased  $2.1  million  primarily  due  to
unfavorable claims activity offset in part by higher investment income and lower
operating expenses.  The decrease in the third quarter of 1998 was primarily the
result of higher mortality claims.

         Annuities' income before investment transactions for the nine and three
month  periods  ended  September  30, 1998 was $41.1  million and $15.3  million
compared to $39.2  million and $14.7  million in the same  periods of 1997.  The
increases  were  primarily  attributable  to higher  interest  rate  spreads and
increases in fee income related to variable annuities.

         The asset management group's income before investment  transactions was
$52.7  million  and $16.4  million for the nine and three  month  periods  ended
September   30,  1998  compared  to  $41.2  million  and  $13  million  for  the
corresponding  periods  of  1997.  The  increases  in  earnings  were  primarily
attributable  to  favorable  interest  rate  spreads  and  increased  fee income
resulting from overall growth in the line's asset management business.

     Within the reinsurance line, income before investment  transactions for the
nine and three month  periods  ended  September  30, 1998 was $43.2  million and
$17.8 million. Comparable earnings for the same periods of 1997 were $44 million
and $9 million.  For the nine month  period,  the decrease was  primarily due to
higher reserve increases and operating  expenses partially offset by an increase
in annuity  production  resulting  in higher fee income.  The  increase in third
quarter income was due to favorable claims experience.

         The Canadian  line's income  before  investment  transactions  of $21.8
million and $7.5 million in the nine and three month periods ended September 30,
1998 were  slightly  lower than the  earnings of $23.2  million and $8.6 million
over the same periods in 1997 due  primarily  to  unfavorable  foreign  exchange
rates.

         For the corporate line, income before  investment  transactions for the
nine and three month periods  ended  September 30, 1998 was $26 million and $9.7
million. Comparable earnings for the same periods of 1997 were $33.5 million and
$12.3 million.  The decreases were attributable  primarily to an increase in the
1998 effective tax rate, lower rental income and increased technology expenses.

         After tax gains on investment  transactions  increased by $43.2 million
for the nine month period ended  September  30, 1998  compared to the first nine
months of 1997.  For the three month period ended  September 30, 1998,  the life
companies  experienced  investment  transaction losses of $2.1 million after tax
compared to after tax losses of $13.7 million for the same three month period of
1997.  Included in these  amounts  are after tax net gains of $83.4  million and
$13.8 million  realized on sales of investments  during the nine month and three
month  periods  ended  September  30, 1998,  compared to after tax net losses of
$19.6 million and $12.8 million realized during the comparable  periods of 1997.
For the nine month and three month periods ended September 30, 1998, adjustments
to the  amortization of deferred  policy  acquisition  costs reduced  investment
gains by $23.9 million and $7.1 million after tax.  Investment  transactions for
the nine and three month periods ended September 30, 1998 reflect adjustments of
$27.8  million and $8.8 million  primarily  for  impairment  in value of certain
fixed maturity investments.
<PAGE>

Page 10

         Total life companies' net investment  income increased by $50.9 million
(3%) and $5.6 million (1%) for the nine and three month periods ended  September
30, 1998 compared to the same periods of 1997 which was  principally  the result
of a growing invested asset base.

         Total life companies' premiums and other income decreased $15.3 million
(1%) and  $31.1  million  (7%),  for the  nine and  three  month  periods  ended
September 30, 1998 compared to the same periods of 1997.  These  decreases  were
primarily  due  to  decreased  premiums  from  reinsurance  and  single  premium
annuities, partially offset by increases in traditional life products and higher
fees from interest  sensitive  policies.  The decrease in the reinsurance line's
premium revenue was primarily due to a decision to reduce the Company's exposure
to certain accident and health reinsurance  contracts by retroceding premiums to
another company.

         Total life companies'  insurance  benefit costs and expenses  decreased
$6.8  million  (less than 1%) and $32 million  (4%) for the nine and three month
periods ended  September 30, 1998 compared to the same periods of 1997. The 1997
nine month period included the charge for the legal settlement  discussed above.
Excluding that item,  there was an increase for the nine month period  primarily
due to increases in interest  credited on  interest-sensitive  policies,  higher
insurance  claims and increases in systems  related costs.  The decrease for the
quarter was primarily due to lower benefit costs,  smaller reserve increases and
lower commission expenses.

         Cash provided by life companies operations for the nine and three month
periods  ended  September  30, 1998  increased  $289.4  million  (38%) and $69.1
million (29%) over the same periods of 1997.  These increases were primarily due
to the timing of the settlement of certain  receivables and payables,  including
reinsurance  receivables and payables. The life insurance operation continues to
maintain  a  sufficiently   liquid  investment   portfolio  to  cover  operating
requirements. The remainder of our funds are invested in long term securities.

Commercial Lending

         Commercial  lending  net  income  for the first  nine  months and third
quarter of 1998 was $62.6  million and $21.8  million  compared to $55.1 million
and $18.5 million for the comparable periods of 1997. Commercial lending income,
before the amortization of goodwill, for the first nine months and third quarter
of 1998  increased  $9.2 million  (15%) and $4.1 million (19%) from 1997's first
nine  months  and  third  quarter.  Higher  margins  due to higher  average  net
receivables  outstanding  contributed to increased  profits and more than offset
increased operating expenses and provision for losses on receivables.

         Revenues in the first nine months and third  quarter of 1998  increased
$150 million (42%) and $48.5 million (40%) over the corresponding  1997 periods.
Revenues rose in the 1998 periods  principally due to higher servicing and other
income on securitized receivables and higher average net receivables outstanding
attributable to growth.

         Interest expense increased $18.7 million (15%) and $3.7 million (8%) in
the first nine months and third quarter of 1998  primarily due to higher average
debt levels needed to support  receivables  growth and higher  average  interest
rates  during  the first  half of 1998.  Operating  expenses  for the first nine
months and third quarter of 1998 increased $92.1 million (73%) and $29.9 million
(70%)  primarily as a result of higher levels of business volume and outstanding
receivables  and the  integration  of the Whirlpool  Financial  operations.  The
provision for losses on receivables  for the first nine months and third quarter
of  1998  increased  $27.5  million  (268%)  and $10  million  (369%)  from  the
corresponding  1997 periods  principally  as a result of higher credit losses in
the retail  portfolio and additional  provisions in the first and third quarters
of 1998 on the  insurance  premium  finance  portfolio.  Credit  losses,  net of
recoveries, on an annualized basis as a percentage of average commercial finance
receivables  outstanding,  net of unearned finance  charges,  were 0.70% for the
first nine months and 0.73% for the third  quarter of 1998 compared to 0.14% and
0.12% for the comparable periods of 1997.

         Net commercial finance receivables  outstanding  increased $1.1 billion
(32%) from December 31,1997.  The increase in receivables was largely the result
of continued growth in the business credit  portfolio,  the decision not to sell
the  insurance   premium  finance  operation  and   reclassification   of  those
receivables  from  assets  held  for  sale  to  finance  receivables,   and  the
acquisition during the first half of 1998 of the retail finance business and the
remaining  international  assets  from  Whirlpool  Financial  Corporation  which
amounted  to  $387  million  of net  finance  receivables.  This  completed  the
acquisition  of $1.1 billion in net  receivables  and other assets  representing
substantially  all of the inventory and retail  finance  business from Whirlpool
Financial Corporation.  Management has established an allowance for losses equal
to 2.43% of net commercial finance  receivables  outstanding as of September 30,
1998 compared to 2.35% at December 31, 1997.
<PAGE>

Page 11

         Delinquent  receivables  are  defined  as the  instalment  balance  for
inventory finance and business credit asset based lending  receivables more than
60 days past due and the receivable  balance for all other  receivables  over 60
days past due.  Delinquent  receivables were $44.8 million (0.91% of receivables
outstanding) at September 30, 1998 compared to $18 million (0.48% of receivables
outstanding)  at December 31, 1997.  The increase in delinquent  receivables  at
September 30, 1998 was  primarily due to the inclusion of the insurance  premium
finance  receivables  which were  reported  as assets  held for sale at December
31,1997,  and the  receivables of the new retail lending  operation.  Delinquent
insurance premium finance receivables at December 31,1997 were $14.2 million.

         Nonearning  receivables are defined as balances from borrowers that are
over 90 days delinquent for non credit card  receivables or at such earlier time
as full  collectibility  becomes doubtful.  Nonearning  receivables on revolving
credit card accounts  included in retail are defined as balances from  borrowers
in bankruptcy and accounts for which full collectibility is doubtful. Accrual of
finance charges is suspended on nonearning  receivables  until such time as past
due accounts are collected.  Nonearning receivables were $48.7 million (0.99% of
receivables  outstanding) at September 30, 1998 compared to $26.4 million (0.71%
of  receivables  outstanding)  at December 31, 1997.  The increase in nonearning
receivables  at  September  30,1998 was  primarily  due to the  inclusion of the
premium  finance  receivables  which were  reported  as assets  held for sale at
December  31,1997  and the  receivables  of the new  retail  lending  operation.
Nonearning  insurance premium finance  receivables at December 31,1997 were $7.5
million.

Leasing

         Leasing net income for the first nine months and third  quarter of 1998
was $43.2 million and $13 million  compared to $44 million and $16.7 million for
the first nine  months and third  quarter of 1997.  Leasing  income,  before the
amortization of goodwill,  was $44.7 million and $13.5 million in the first nine
months and third quarter of 1998 compared to $45.6 million and $17.3 million for
the corresponding periods of 1997.

         Leasing income, before the amortization of goodwill, decreased $900,000
(2%) and $3.8 million  (22%) for the first nine months and third quarter of 1998
compared  to the  corresponding  periods of 1997.  Lower  earnings  in the third
quarter  of 1998 were  primarily  due to lower per diem  rates and fewer on hire
standard and reefer  containers  due to continued weak demand for this equipment
type.  European  trailer  results  were also  lower due to  increased  operating
expense from a larger rental fleet.  Partially offsetting these decreases was an
increase in chassis  performance  associated  with  demand for chassis  used for
domestic container transportation.

         Revenue for the first nine months and third  quarter of 1998  decreased
$10.5 million (2%) and $6 million (3%) compared to the corresponding  periods of
1997.  Revenue  was  lower  for  standard  containers  due  to a  smaller  fleet
attributable to accelerated equipment disposition and from lower per diem rates.
Rail trailer  revenues were lower due to fewer units on hire associated with the
continued  decline  in the  demand  for this  equipment  type  and  refrigerated
container  revenue  was  lower  due to lower  utilization  and per  diem  rates.
Partially  offsetting these decreases were increased  revenues due to more units
on hire  attributable to larger fleets for tank  containers,  chassis,  domestic
containers and European trailers.

         Expenses for the first nine months and third quarter of 1998  decreased
$9.9  million (2%) and  $300,000  (less than 1%)  compared to the  corresponding
periods for 1997.  Decreases in ownership  expenses for standard  containers and
rail trailers  attributable to smaller fleets were partially offset by increased
ownership  expenses  attributable to larger fleets of tank containers,  chassis,
domestic containers and European trailers.  Selling and administrative  expenses
increased in the 1998 periods  primarily from expansion of the European  trailer
business and increased Year 2000 information technology expenditures.

         The  combined   utilization   of  standard   containers,   refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 79% for
both the first nine months and third quarter of 1998 compared to 78% and 79% for
the first nine months and third quarter of 1997.  Rail trailer  utilization  was
81% and 84% for the first nine months and third  quarter of 1998 compared to 83%
and 84% for the first nine months and third  quarter of 1997.  European  trailer
utilization  was 89% and 86% for the first nine months and third quarter of 1998
compared to 91% and 90% for the first nine months and third quarter of 1997.
<PAGE>
Page 12

Real Estate Services

         This segment includes Transamerica's real estate information businesses
as well as certain real estate holdings and other investments.

         Net income for the first nine months of 1998  increased  $64.5  million
(96%) over the first nine  months of 1997.  Net  income  included  net after tax
gains from  investment  transactions  of $52.2  million and $13.1 million in the
first nine months of 1998 and 1997. Income before investment transactions in the
first nine  months of 1998  increased  $25.4  million  (47%) from the first nine
months  of 1997  primarily  due to the  effects  of higher  levels  of  mortgage
originations  and  refinancings.  Income before  investment  transactions in the
first nine months of 1997  included a $15.5  million  after tax gain realized on
the sale of a real estate property.

         Net income for the third quarter of 1998 increased  $14.4 million (62%)
over the third  quarter of 1997.  Net income  included  net after tax gains from
investment  transactions of $3.2 million and $6 million in the third quarters of
1998 and 1997.  Income before  investment  transactions  in the third quarter of
1998 increased  $17.2 million (99%) from the third quarter of 1997 primarily due
to the effects of higher levels of mortgage originations and refinancings.

         Revenues  for the first nine months of 1998  increased  $117.3  million
(39%) over the first nine months of 1997. Revenues for the third quarter of 1998
increased  $24.7 million (24%) over the third quarter of 1997.  The increases in
the nine month period and third quarter of 1998 were  primarily due to increased
gains from  investment  transactions  for the nine  month  period and the higher
level of mortgage originations and refinancings noted above.

Unallocated Interest and Expenses

         Unallocated interest and expenses,  after related income taxes, for the
first nine months and third quarter of 1998  increased  $48.6 million (125%) and
$51.9 million (265%). Unallocated interest and expenses in the first nine months
and third quarter of 1997 included a $44.1 million benefit from the satisfactory
resolution  of prior year tax issues.  Excluding  the tax  benefit,  unallocated
interest and expenses  increased $4.5 million (5%) and $7.8 million  (32%).  The
increases  were  primarily  due to  costs  associated  with  the  Capital  Trust
Pass-Through Securities issued in November 1997 and expenses associated with the
Corporation's long term incentive plan.

Discontinued Operations

         In the first  nine  months  and third  quarter  of 1998,  results  from
discontinued  operations  were break  even.  In the first nine  months and third
quarter  of  1997,  income  from  discontinued  operations  was  $276.1  million
(consisting  almost  entirely of a net gain of $275 million from the sale of the
branch based consumer lending operations) and $1.1 million.

Comprehensive Income

         In accordance  with Financial  Accounting  Standard No. 130,  Reporting
Comprehensive  Income,  comprehensive  income for the nine  months and the three
months ended September 30, 1998 and 1997 comprised:


<TABLE>
<CAPTION>

                                                             Nine months ended         Three months ended
                                                               September 30,              September 30,
                                                             1998         1997         1998          1997
<S>                                                           <C>          <C>         <C>           <C>    


Net income                                                  $ 430.2   $   618.9    $ 124.1        $  150.0
Other comprehensive income, net of tax:
    Unrealized gains (losses) from investments
     marked to fair value:
         Unrealized holding gains (losses) 
         arising during period:
               Equity securities                               11.3       308.9       69.0           169.4
               Fixed maturities                               150.1       269.7       27.1           311.5
         Less: reclassification adjustment
    for (gains) losses included in net income                 (83.9)       (1.6)      (1.1)            7.7
                                                           --------   ---------    -------         -------
                                                              507.7     1,195.9      219.1           638.6

    Foreign currency translation adjustments                   (3.1)       (6.5)       0.3             4.5
                                                           --------   ---------    -------         -------

Comprehensive income                                       $  504.6   $ 1,189.4    $ 219.4        $  643.1
                                                           ========   =========    =======        ========

</TABLE>

<PAGE>
Page 13

Corporate Liquidity and Capital Requirements

         Transamerica  Corporation  receives funds from its  subsidiaries in the
form of  dividends,  income taxes and interest on loans.  The  Corporation  uses
these funds to pay dividends to its stockholders,  purchase shares of its common
stock,  reinvest  in  the  operations  of its  subsidiaries  and  pay  corporate
interest,  expenses and taxes. Reinvested funds are allocated among subsidiaries
on the basis of  expected  returns,  creation of  shareholder  value and capital
needs.  Reinvestment  may be accomplished by allowing a subsidiary to retain all
or a portion of its earnings, or by making capital contributions or loans.

         The Corporation  also borrows funds to finance  acquisitions or to lend
to  certain  of  its  subsidiaries  to  finance  their  working  capital  needs.
Subsidiaries are required to maintain prudent  financial ratios  consistent with
other companies in their  industries and retain the capacity  through  committed
credit  lines  or  liquid  assets  to  repay  working  capital  loans  from  the
Corporation.

         In May 1997,  Transamerica  announced  that its board of directors  had
authorized  additional  purchases  of up to 6 million  shares  of the  company's
common stock. At September 30, 1998,  there were 446,600 shares  remaining to be
purchased  under  this   authorization.   During  the  third  quarter  of  1998,
Transamerica purchased 342,300 shares for a total cost of $38.7 million.

Investment Portfolio

         Transamerica,  principally  through  its life  insurance  subsidiaries,
maintains an  investment  portfolio  aggregating  $33.2 billion at September 30,
1998, of which $29.8 billion was invested in fixed maturities.  At September 30,
1998,  94.1% of the fixed  maturities  were rated as "investment  grade" with an
additional  3.6% in the BB category or its  equivalent.  The  amortized  cost of
fixed  maturities was $27.1 billion  resulting in a net unrealized gain position
of $2.7  billion at  September  30, 1998  before the effect of income  taxes and
adjustments to deferred acquisition costs and policy liabilities.  The amortized
cost of delinquent  below  investment  grade  securities,  before  provision for
impairment  in value,  was $1.9 million at  September  30, 1998 and December 31,
1997.  Adjustment  for impairment in value has been made to reduce the amortized
cost of certain fixed maturity  investments by $81 million at September 30, 1998
and $72.9 million at December 31, 1997.

         In addition to the investments in fixed maturities, $816 million (2% of
the investment  portfolio),  net of allowance for losses of $25.6  million,  was
invested  in  mortgage  loans  and real  estate,  including  $722.8  million  in
commercial  mortgage  loans,  $76.2  million in real  estate  investments,  $1.4
million in  foreclosed  real estate and $41.2  million in  residential  mortgage
loans.  Problem loans,  defined as restructured loans yielding less than 8%, and
delinquent loans, totaled $2.7 million at September 30, 1998 and $2.3 million at
December 31, 1997.  Allowances for possible  losses of $1.2 million at September
30, 1998 and $1.5  million at December 31, 1997 have been  established  to cover
possible losses from mortgage loans and real estate investments.

Derivatives

         The  operations  of  Transamerica  are subject to risk of interest rate
fluctuations  to the extent  that there is a  difference  between the cash flows
from  Transamerica's  interest-earning  assets and the cash flows related to its
liabilities  that mature or are  repriced in  specified  periods.  In the normal
course of its  operations,  Transamerica  hedges some of its interest  rate risk
with derivative  financial  instruments.  These derivatives  comprise  primarily
interest rate swap agreements,  interest rate floor  agreements,  and options to
enter into interest rate swap agreements (swaptions).

         Derivative  financial  instruments  with a  notional  amount  of  $10.1
billion  at  September  30,  1998 and $10  billion  at  December  31,  1997 were
outstanding and designated as hedges of Transamerica's  investment portfolio. In
addition,  derivative  financial  instruments  with a  notional  amount  of $4.4
billion  at  September  30,  1998 and $4  billion  at  December  31,  1997  were
outstanding and designated as hedges of Transamerica's liabilities.

         While   Transamerica  is  exposed  to  credit  risk  in  the  event  of
nonperformance by the other party,  nonperformance is not anticipated due to the
credit  rating of the  counterparties.  At September  30, 1998,  the  derivative
financial  instruments  discussed  above were issued by  financial  institutions
rated A or better by one or more of the major credit rating  agencies.  The fair
value of Transamerica's  derivative financial  instruments at September 30, 1998
and  December  31, 1997 was a net benefit of $348.3  million and $212.7  million
comprising  agreements  with aggregate gross benefits of $388.2 million and $238
million and  agreements  with aggregate  gross  obligations of $39.9 million and
$25.3 million.

         When an asset or liability which is hedged by a derivative  contract is
sold or otherwise  disposed of, the derivative  contract is either reassigned to
hedge another asset or liability or closed out, and any gain or loss recognized.
<PAGE>

Page 14

Year 2000 Issue

         Transamerica  has  developed a plan to modify its  information  systems
technology  to recognize  the Year 2000.  Transamerica's  project to address the
Year 2000 issue  includes  ensuring the readiness of its business  applications,
operating  systems and hardware on mainframes,  personal  computers and wide and
local  area   networks.   The  project   also   addresses   issues   related  to
non-information technology embedded software and equipment, the readiness of key
business partners and updating business continuity plans.

         External consultants with expertise in reviewing project management and
oversight  activities for Year 2000 remediation  plans were engaged to conduct a
review of Transamerica's  Year 2000 readiness plans during the second quarter of
1998.  Transamerica  has also engaged experts to assist in developing work plans
and cost estimates and to complete remediation activities.

         The project has four phases:  (1) problem  determination,  (2) planning
and resource acquisition, (3) remediation and (4) testing and acceptance. During
phase  one,  Transamerica  determined  the size and  scope  of the  problem  and
prepared an inventory of the hardware, software, interfaces and other items that
may be affected.  Software  code was scanned.  Third  parties were  contacted to
determine the status of their efforts.  During phase two,  Transamerica assessed
the  risks and  decided  whether  to fix,  replace,  discard,  or test the items
identified  in the inventory  then,  if  necessary,  prepared a project plan and
allocated  appropriate  resources.  Phase three  covers  remediation  where date
occurrences  in  internally  maintained  systems  are  analyzed  and  corrected.
Software  and  hardware are replaced  where  necessary.  Operating  systems that
interface  with  outside  parties are  examined  in more detail and  modified if
required.  Phase four includes  testing and  acceptance  of software,  hardware,
third party interfaces and related items to ensure they will work in a number of
different Year 2000 scenarios.

         The most significant  categories of outside parties to Transamerica are
agents and  brokers,  financial  institutions,  software  vendors,  governmental
agencies, third party service providers and utility providers (gas, electric and
telecommunications).  Transamerica's  assessment of its key business partners is
in the  preliminary  stages.  Surveys have been  mailed,  follow up contacts are
underway  and  strategies  are being  developed  to  address  issues as they are
identified. This effort is expected to continue well into 1999.

         Following is the status of Transamerica's  Year 2000 compliance efforts
for critical systems at each of its business segments.

         The life insurance operation had completed a significant portion of the
remediation  phase as of September 30, 1998, and is expected to be substantially
completed by March 1999. As of September 30, 1998, testing was well underway and
is expected to be substantially completed by June 1999.

         The commercial lending operation had completed a significant portion of
the remediation phase as of September 30, 1998. It expects the remaining work to
be concluded by the end of 1998. As of September 30, 1998, testing had commenced
and is expected to be  substantially  finished  by March  1999.  The  commercial
lending  operations  systems in Europe,  which affects a small percentage of the
business, will be remediated and tested in 1999.

     The leasing operation had significantly  completed the remediation phase as
of September 30, 1998.  Testing was well underway as of September 30, 1998,  and
is expected to be substantially completed by the end of 1998. In addition to the
systems being remediated,  the customer service,  fleet management and equipment
repair and maintenance system is scheduled for replacement in 1999.

         The major business in the real estate segment, Transamerica Real Estate
Tax Service,  and most of the other  businesses  in this segment had completed a
significant  portion of the  remediation  phase as of September 30, 1998 and the
remediation phase is expected to be substantially  completed by the end of 1998.
At September 30, 1998,  testing had commenced and the testing  phase,  including
testing with numerous  governmental  agencies,  is expected to be  substantially
completed by September 30, 1999.
<PAGE>
Page 15

         The projected  total cost  associated  with required  modifications  to
become ready for the Year 2000 is between $25 million and $35 million,  which is
being  expensed as incurred.  At this time there can be no assurance  that these
estimates  will not be exceeded.  Actual results may differ  significantly  from
those  projected.  Some  factors that may cause  actual  expenditures  to differ
include the availability and cost of trained personnel and the ability to locate
and correct all relevant  computer  problems.  This estimate  includes  internal
costs,  but  excludes  the costs to upgrade  and  replace  systems in the normal
course of business.  The total amount expended on the project through  September
30, 1998, was $14.4 million.  Transamerica does not expect the project to have a
significant effect on its financial condition or results of operations.

         Transamerica believes it will achieve Year 2000 readiness; however, the
size and complexity of its systems and the need for them to interface with other
systems  internally  and  with  those  of  its  customers,   vendors,  partners,
governmental  agencies and other outside  parties,  create the possibility  that
some of its systems may  experience  Year 2000 problems.  Specific  factors that
give  rise to this  concern  include a  possible  loss of  qualified  resources,
failure to identify and remediate all affected  systems,  noncompliance by third
parties whose systems and operations  interface with Transamerica's  systems and
other similar  uncertainties.  Transamerica is developing  contingency  plans to
minimize any potential  disruptions to operations,  especially  from  externally
interfaced systems over which it has limited or no control.

Euro Conversion

         Transamerica  conducts  business in a number of the European  countries
that are  converting  to a common  currency,  the "euro," as of January 1, 1999.
Transamerica  has evaluated the potential  impact of the Euro  conversion on its
operations.   Its  evaluation   considered   competitive   position,   potential
information  technology and currency risks,  derivative and financial instrument
exposure,  continuity of contracts and taxation. As a result of this evaluation,
Transamerica is in the process of upgrading those information  systems necessary
to support transactions  denominated in the euro.  Transamerica derived revenues
from the group of eleven  countries  converting to the euro of $65.7 million and
$21.8 million for the nine and three month periods ended  September 30, 1998 and
had total  assets in these  countries of $424.5  million at September  30, 1998.
Transamerica  does not anticipate  that the euro conversion will have a material
impact on its financial condition or results of operations.

Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits.
               
     10.1 Form of $150  Nonqualified  Stock Option Agreement granted with Tandem
Limited Stock  Appreciation  Right under the Registrant's 1995 Performance Stock
Option Plan to Frank C. Herringer.

     10.2 Form of Tandem  Limited  Stock  Appreciation  Right  (tandem  to $150
Option) granted under the  Registrant's  1995  Performance  Stock Option Plan to
Frank C.  Herringer.  

     12   Computation  of Ratio of Earnings to Fixed Charges.  

     27   Financial Data Schedule. 

(b)  Reports on Form 8-K.
         None.

Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

TRANSAMERICA CORPORATION
(Registrant)




Burton E. Broome
Vice President and Controller
(Chief Accounting Officer)

Date:    November 13, 1998